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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
LASERCARD CORPORATION
(Name of Subject Company)
AMERICAN ALLIGATOR ACQUISITION CORP.
a wholly-owned subsidiary of
ASSA ABLOY INC.
a wholly-owned subsidiary of
ASSA ABLOY AB
(Names of Filing Persons (Offerors))
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
51807U101
(CUSIP Number of Class of Securities)
William West
Senior Vice President and Chief Financial Officer
HID Global Corporation
c/o ASSA ABLOY Inc.
15370 Barranca Parkway
Irvine, CA 92618
Tel: (949) 732-2003
Fax: (949) 732-2120
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
William C. Hicks, Esq.
Matthew J. Gardella, Esq.
Edwards Angell Palmer & Dodge LLP
111 Huntington Avenue
Boston, Massachusetts 02199
Tel: (617) 239-0100
Fax: (617) 227-4420
Calculation of Filing Fee
| Transaction Valuation* | Amount of Filing Fee** | |
$ 78,638,883 | $ 5,606.95 | |
| * | Estimated solely for the purpose of calculating the filing fee. The transaction valuation was calculated based on the offer to purchase all of the outstanding shares of common stock, $0.01 par value per share, of LaserCard Corporation. at a purchase price of $6.25 per share, with 12,348,904 shares issued and outstanding, 661,681 shares issuable upon exercise of outstanding options (with a weighted average exercise price of $5.17, and 119,392 restricted stock units in each case as of December 14, 2010, as represented by LaserCard Corporation. |
| ** | The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by 0.0000713. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing. |
Amount Previously Paid: | $5,606.95 | Filing Party: | American Alligator Acquisition Corp., ASSA ABLOY Inc. and ASSA ABLOY AB | |||||
Form or Registration No.: | Schedule TO | Date Filed: | December 22, 2010 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| Check | the appropriate boxes below to designate any transactions to which the statement relates: |
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer:¨
This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the Securities and Exchange Commission (“SEC”) on December 22, 2010, as amended and supplemented by Amendment No. 1 filed with the SEC on January 6, 2011 (“Amendment No. 1”) and Amendment No. 2 filed with the SEC on January 19, 2011 (“Amendment No. 2”) by American Alligator Acquisition Corp. (“Purchaser”), a Delaware corporation and wholly-owned subsidiary of ASSA ABLOY Inc. (“ASSA US”), which is an Oregon corporation and wholly-owned subsidiary of ASSA ABLOY AB (“ASSA ABLOY”), a limited liability corporation organized under the laws of Sweden, to purchase all of the outstanding shares of common stock, $0.01 par value per share, of LaserCard Corporation, a Delaware corporation (“LaserCard”) (collectively the “Shares” and each share thereof a “Share”), at a purchase price of $6.25 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 22, 2010 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “Offer”). This Amendment No. 3 is being filed on behalf of Purchaser, ASSA US and ASSA ABLOY.
All capitalized terms used in this Amendment No. 3 without definition have the meanings ascribed to them in the Schedule TO, as amended by Amendment No. 1 and Amendment No. 2. The items of the Schedule TO set forth below are hereby amended and supplemented as follows:
ITEM 11. ADDITIONAL INFORMATION
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:
On January 18, 2011, Henry Miller filed a putative class action lawsuit in the United States District Court for the Northern District of California. Mr. Miller alleges that he is a stockholder of LaserCard and purports to bring the lawsuit on behalf of himself and all other LaserCard stockholders. The Complaint filed by Mr. Miller (the “Miller Complaint”) names as defendants Robert DeVincenzi, Bernard Bailey, Donald Mattson, Albert Moyer, Walter Walker, LaserCard, ASSA US and Purchaser. The Miller Complaint alleges, among other things, that the individual defendants violated Section 14(e) of the Exchange Act by making solicitations by means of a false and misleading Schedule 14D-9, are liable under Section 20(a) of the Exchange Act as controlling persons of LaserCard for Section 14(e) violations and that they breached their fiduciary duties by causing LaserCard to enter into the Merger Agreement. The Miller Complaint further alleges that ASSA US and Purchaser aided and abetted the alleged violation of Section 14(e) and breaches of fiduciary duty. The Miller Complaint also alleges that the Offer and Merger are being consummated at an unfair price, that the individual defendants agreed to coercive and preclusive deal protection devices in connection with the transaction and that LaserCard’s Schedule 14D-9 contains inadequate disclosures. Among other relief, the Miller Complaint seeks certification of a class action, compensatory damages, declaratory relief, an injunction of the Offer and Merger, and the costs, expenses and disbursements of the action, including attorneys’ and experts’ fees. The foregoing summary with respect to the Miller Complaint is qualified in its entirety by reference to the Miller Complaint which is filed as Exhibit (a)(5)(I) to Amendment No. 3 to LaserCard’s Schedule 14D-9, filed on January 20, 2011, and is incorporated herein by reference.
On January 18, 2011, Ted L. Shrader and Susan E. Murray also filed a putative class action lawsuit in the United States District Court for the Northern District of California. Mr. Shrader and Ms. Murray allege that they are stockholders of LaserCard and purport to bring the lawsuit on behalf of themselves and all other LaserCard stockholders. The Complaint filed by Mr. Shrader and Ms. Murray (the “Shrader Complaint”) names as defendants Robert DeVincenzi, Bernard Bailey, Donald Mattson, Albert Moyer, Walter Walker, LaserCard, ASSA US and Purchaser. The Shrader Complaint alleges, among other things, that LaserCard and the individual defendants violated Section 14(e) of the Exchange Act by making solicitations by means of a false and misleading Schedule 14D-9. The Shrader Complaint also alleges that the individual defendants are liable under Section 20(a) of the Exchange Act as controlling persons of LaserCard for Section 14(e) violations and that they breached their fiduciary duties by causing LaserCard to enter into the Merger Agreement. The Shrader Complaint further alleges that ASSA US and Purchaser aided and abetted the alleged violation of Section 14(e) and breaches of fiduciary duty. The Shrader Complaint also alleges that the Offer and Merger are being consummated at an unfair price, that the individual defendants agreed to coercive and preclusive deal protection devices in connection with the transaction and that LaserCard’s Schedule 14D-9 contains inadequate disclosures. Among other relief, the Shrader Complaint seeks certification of a class action, compensatory damages, declaratory relief, an injunction of the Offer and Merger, and the costs, expenses and disbursements of the action, including attorneys’ and experts’ fees. The foregoing summary with respect to the Shrader Complaint is qualified in its entirety by reference to the Shrader Complaint which is filed as Exhibit (a)(5)(J) to Amendment No. 3 to LaserCard’s Schedule 14D-9, filed on January 20, 2011, and is incorporated by reference.
We believe that both the Miller complaint and the Shrader complaint are without merit, and we intend to defend the actions vigorously.
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
| (a)(5)(D) | Class Action Complaint filed by Henry Miller in the United States District Court for the Northern District of California on January 18, 2011. Filed as Exhibit (a)(5)(I) to Amendment No. 3 to LaserCard’s Schedule 14D-9 on January 20, 2011 and incorporated herein by reference. |
| (a)(5)(E) | Class Action Complaint filed by Ted L. Shrader and Susan E. Murray in the United States District Court for the Northern District of California on January 18, 2011. Filed as Exhibit (a)(5)(J) to Amendment No. 3 to LaserCard’s Schedule 14D-9 on January 20, 2011 and incorporated herein by reference. |
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 20, 2011
| AMERICAN ALLIGATOR ACQUISITION CORP. | ||||||
| By: | /S/ DENIS R. HÉBERT | |||||
| Name: | Denis R. Hébert | |||||
| Title: | President | |||||
Dated: January 20, 2011 | ||||||
| ASSA ABLOY INC. | ||||||
| By: | /s/ JEFFREY A. MERESCHUK | |||||
| Name: | Jeffrey A. Mereschuk | |||||
| Title: | Executive Vice President and CFO | |||||
Dated: January 20, 2011 | ||||||
| ASSA ABLOY AB | ||||||
| By: | /s/ DENIS R. HÉBERT | |||||
| Name: | Denis R. Hébert | |||||
| Title: | Executive Vice President | |||||
EXHIBIT INDEX
Exhibit | Document | |
| (a)(5)(D) | Class Action Complaint filed by Henry Miller in the United States District Court for the Northern District of California on January 18, 2011. Filed as Exhibit (a)(5)(I) to Amendment No. 3 to LaserCard’s Schedule 14D-9 on January 20, 2011 and incorporated herein by reference. | |
| (a)(5)(E) | Class Action Complaint filed by Ted L. Shrader and Susan E. Murray in the United States District Court for the Northern District of California on January 18, 2011. Filed as Exhibit (a)(5)(J) to Amendment No. 3 to LaserCard’s Schedule 14D-9 on January 20, 2011 and incorporated herein by reference. | |
